REGISTRATION RIGHTS AGREEMENT

Exhibit 4.33

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 5, 1999 (this “ Agreement ”), is entered into by and among AMB Property Corporation, a Maryland corporation (the “ Company ”), AMB Property II, L.P., a Delaware limited partnership (the “ Subsidiary Operating Partnership ”), and the unit holders whose names are set forth on the signature pages hereto (each, a “ Unit Holder ” and collectively, the “ Unit Holders ”).

RECITALS

     WHEREAS, in connection with the offering of 7.75% Series D Cumulative Redeemable Preferred Units of the Subsidiary Operating Partnership (the “ Units ”), J.P. Morgan Mosaic Fund, LLC, a Delaware limited liability company (the “ Contributor ”), desires to contribute to the Subsidiary Operating Partnership cash in return for the Units on the terms and conditions set forth in the Contribution Agreement, dated May 5, 1999 (the “ Contribution Agreement ”), by and among the Company, the Subsidiary Operating Partnership, AMB Property, L.P., a Delaware limited partnership (the “ OP Parent ”), AMB Property Holding Corporation, a Maryland corporation (the “ General Partner ”), and the Contributor;

     WHEREAS, the Unit Holders will receive the Units in exchange for cash to the Contributor;

     WHEREAS, pursuant to the Partnership Agreement (as defined below), the Units owned by the Unit Holders will be redeemable for cash or exchangeable for shares of the Company’s 7.75% Series D Cumulative Redeemable Preferred Stock (the “ Preferred Stock ”) upon the terms and subject to the conditions contained therein; and

     WHEREAS, in order to induce the Contributor to enter into the Contribution Agreement, the Company and the Subsidiary Operating Partnership have agreed to provide registration rights set forth herein to the Contributor and any subsequent holder or holders of the Units.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.1      Definitions .   In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:

     “ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition,

“control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “ Agreement ” has the meaning given to such term in the preamble hereto.

     “ Articles of Incorporation ” means the Articles of Incorporation of the Company as filed with the Secretary of State of the State of Maryland on November 24, 1997, as the same may be amended, modified or restated from time to time.

     “ Articles Supplementary ” means the Articles Supplementary of the Company, filed with the Maryland State Department of Assessments and Taxation on May 5, 1999, designating the Preferred Stock.

     “ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or San Francisco, California are authorized by law to close.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute thereto, as interpreted by the applicable regulations thereunder.

     “ Commission ” means the Securities and Exchange Commission.

     “ Company ” has the meaning set forth in the preamble to this Agreement.

     “ Contribution Agreement ” means the Contribution Agreement, dated May 5, 1999, by and among the Company, the Subsidiary Operating Partnership, the OP Parent, the General Partner and the Contributor.

     “ Contributor ” means J.P. Morgan Mosaic Fund, LLC, a Delaware limited liability company.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “ Exchangeable Units ” means Units which may be redeemable for cash pursuant to Section 17.5 of the Partnership Agreement or exchangeable for Preferred Stock or redeemable for cash pursuant to Section 17.8 of the Partnership Agreement (without regard to any limitations on the exercise of such exchange right as a result of the Ownership Limit Provisions, as defined below).

     “General Partner” means AMB Property Holding Corporation, a Maryland corporation, or its successors as general partner of the Subsidiary Operating Partnership.

     “ Holder ” means any Person who is the record or beneficial owner of any Registrable

Security or any assignee or transferee of such Registrable Security (including assignments or transfers of Registrable Securities to such assignees or transferees as a result of the foreclosure on any loans secured by such Registrable Securities) unless such Registrable Security is acquired in a public distribution pursuant to a registration statement under the Securities Act or pursuant to transactions exempt from registration under the Securities Act, in each such case where securities sold in such transaction may be resold without subsequent registration under the Securities Act.

     “ Incapacitated ” shall have the meaning set forth in the Partnership Agreement.

     “ Ownership Limit Provisions ” mean the various provisions of the Articles Supplementary set forth in Section 7 of Article Third thereof restricting the ownership of Preferred Stock by certain Persons to specified percentages of the outstanding Preferred Stock.

     “ Partnership Agreement ” means the Fourth Amended and Restated Agreement of Limited Partnership of the Subsidiary Operating Partnership, dated as of May 5, 1999, as the same may be amended, modified or restated from time to time.

     “ Person ” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “ Preferred Stock ” means the Company’s 7.75% Series D Cumulative Redeemable Preferred Stock.

     “ Registrable Securities ” means shares of Preferred Stock of the Company at any time owned, either of record or beneficially, by any Holder issued upon exchange of Exchangeable Units until (i) a registration statement covering such securities has been declared effective by the Commission and such shares have been sold or transferred pursuant to such effective registration statement, (ii) such shares are sold under circumstances in which all of the applicable conditions of Rule 144 are met or under which such shares may be sold pursuant to Rule 144(k) under the Securities Act or (iii) such shares have been otherwise transferred in a transaction that would constitute a sale thereof under the Securities Act, the Company has delivered a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold without subsequent registration under the Securities Act.

     “ Rule 144 ” means Rule 144 promulgated under the Securities Act, as such rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the Commission providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of the Company of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Selling Holder ” means a Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act pursuant to this Agreement.

     “ Underwriter ” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

     “ Units ” means 7.75% Series D Cumulative Redeemable Preferred Units of the Subsidiary Operating Partnership.

ARTICLE II
REGISTRATION RIGHTS

     SECTION 2.1      Shelf Registration .    The Company shall prepare and file with the Commission a “shelf” registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale of the Registrable Securities by the Holders for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (the “ Shelf Registration Statement ”) as soon as practicable but in any event not later than 60 days after the date the Units are exchanged for shares of Preferred Stock and shall use its best efforts to cause the Shelf Registration Statement to be declared effective within 120 days after the date of such exchange. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective until the earliest of (A) 24 months following the effective date of the Shelf Registration Statement, (B) such time as all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement or Rule 144 and (C) the date on which the Registrable Securities may be sold without volume restrictions in accordance with Rule 144.

     SECTION 2.2      Registration Procedures; Filings; Information .    In connection with any Shelf Registration Statement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection therewith:

     (a)      The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each Underwriter, if any, of the Registrable Securities covered by such registration statement or prospectus copies of such registration statement or prospectus or any amendment or supplement thereto as proposed to be filed, and thereafter furnish to such Selling Holder and Underwriter, if any, one conformed copy of such registration statement, each amendment thereof and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein; provided, that each such exhibit need only be provided once), and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder.

     (b)      After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop

order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

     (c)      The Company will use its best efforts to (i) register or qualify the Registrable Securities under such other state securities or blue sky laws of such jurisdictions in the United States (where an exemption is not available) as any Selling Holder or managing Underwriter or Underwriters, if any, reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

     (d)      The Company will promptly notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading and promptly make available to each Selling Holder a reasonable number of copies of any such supplement or amendment.

     (e)      The Company will enter into customary agreements (including an underwriting agreement, if any, in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.

     (f)      The Company will make available for inspection by any Selling Holder of such Registrable Securities, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any such Selling Holder or Underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its

Affiliates or otherwise disclosed by it unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

     (g)      The Company will otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).

     (h)      The Company will use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed.

     (i)      The Company will use its best efforts to obtain CUSIP numbers for the Preferred Stock not later than the effective date of the Shelf Registration Statement.

     The Company may require, as a condition precedent to the obligations of the Company under the Agreement, each Selling Holder of Registrable Securities to promptly furnish in writing to the Company such information regarding such Selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

     Each Selling Holder ag